EXHIBIT 10.3
Supplement I to
Stock Plan for Non-Employee Directors of
AlliedSignal Inc.
As a result of the September 15, 1997 two-for-one split of the
Company's Common Stock, the following adjustments were made to the Stock Plan
for Non-Employee Directors of AlliedSignal Inc. (the "Plan") in accordance with
Section 11 of the Plan, effective September 15, 1997 (references are to sections
of the Plan):
* * *
3. Eligibility and Grants
The references in the second and third sentences to 1,500 Restricted
Shares were adjusted to 3,000 Restricted Shares, the reference in the third
sentence to 3,000 Restricted Shares was adjusted to 6,000 Restricted Shares, and
the reference in the fourth sentence to 1,000 shares was adjusted to 2,000
shares.
4. Shares Available
The reference to 225,000 shares was adjusted to 450,000 shares.
Dated as of March 1, 1999
Supplement II to
Stock Plan for Non-Employee Directors of
Honeywell International Inc.
WHEREAS, Honeywell International Inc. (formerly AlliedSignal Inc. and
hereinafter, the "Corporation") has adopted the Stock Plan for Non-Employee
Directors of Honeywell International Inc., as amended effective April 25, 1994
(the "Plan"); and
WHEREAS, pursuant to Section 12 of the Plan, the Board of Directors of
the Corporation has the right to amend the Plan; and
WHEREAS, the Board of Directors of the Corporation has delegated its
authority to amend the Plan to the Governance Committee of the Board of
Directors of the Corporation, which deems it advisable to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 1 of the Plan shall be amended to provide that references in
the Plan to the "Company" are references to Honeywell International
Inc., rather than references to AlliedSignal Inc.
2. Section 9(c) of the Plan shall be amended by adding a new sentence to
read as follows:
"Notwithstanding the preceding sentence, in the event a Participant
ceases to be a non-employee director of the Company for involuntary
reasons other than disability, death, or retirement (other than on
account of a failure to be elected as a non-employee director by the
shareholders of the Company following nomination by the Board prior to
a Change in Control as described in Section 14), the Participant's
Options may be exercised, to the extent the Participant was entitled to
do so at termination of the Participant's directorship, for a period of
three years after such termination, but in no case later than the date
on which the Option terminates."
3. A new Section 14 shall be added to the Plan, as follows:
"14. Change in Control
(a) Notwithstanding anything to the contrary in the Plan or
an award agreement issued under the Plan, upon the occurrence
of a Change in Control (as defined below), each Options issued
under the Plan shall become fully vested and exercisable and
all restrictions shall lapse with respect to each Restricted
Share issued under the Plan. In the event that the service of
an eligible director on the Board terminates for any reason
following the occurrence of a Change in Control, such
termination of service shall be treated as a retirement for
purposes of Section 9(b) of the Plan.
(b) For purposes of the Plan, Change in Control shall mean
means (i) the purchase of the Common Stock pursuant to a
tender offer or exchange offer (other than an offer by the
Company) for all, or any part of, the outstanding Common
Stock, (ii) an acquisition of Common Stock by any entity
person or group (other than the Company or any subsidiary of
the Company or any savings, pension or other benefit plan for
the benefit of employees of the Company or its subsidiaries)
which theretofore beneficially owned less than 30% of the
Common Stock then outstanding which results in such entity,
person or group directly or indirectly beneficially owning 30%
or more of the outstanding Common Stock, (iii) a merger in
which the Company will not survive as an independent publicly
owned corporation, a consolidation, or a sale, exchange or
other disposition of all or substantially all of the Company's
assets, or (iv) a substantial change in the composition of the
Board of Directors during any period of two consecutive years
such that individuals who at the beginning of such period were
members of the Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election,
or nomination for election by the Company's shareowners, of
each new director was approved by a vote of at least
two-thirds of the directors then still in office who were
directors at the beginning of the period."
Dated as of February 28, 2002
Supplement III to
Stock Plan for Non-Employee Directors of
Honeywell International Inc.
Pursuant to Section 12 of the Stock Plan for Non-Employee Directors of
Honeywell International Inc. (the "Corporation"), as amended effective February
8, 2002 (the "Plan"), and in accordance with a resolution adopted by the Board
of Directors of the Corporation (upon the recommendation of its Corporate
Governance Committee) on May 30, 2003, Section 3 of the Plan is hereby amended
by substituting "5,000 shares" in the fourth sentence thereof for "2,000
shares."
Dated as of May 30, 2003